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Posting of Circular and Notice of EGM

21st Oct 2011 15:17

RNS Number : 6468Q
Public Service Properties Inv Ltd
21 October 2011
 



NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICITON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

 

Public Service Properties Investments Limited

("PSPI" or the "Company")

 

Proposed Scrip Dividend Alternative

Posting of Circular

and

Notice of Extraordinary General Meeting

 

In its interim results announcement released on 30 September 2011, PSPI (AIM: PSPI), the specialist European care home real estate investment and financing company, announced that the directors of the Company (the "Directors") had resolved to introduce a scrip dividend alternative starting with the interim dividend for the 6 months ended 30 June 2011 (the "2011 Interim Dividend"), subject to the approval of the Company's shareholders ("Shareholders").

 

Further to that announcement and the Company's announcement on 19 October 2011, the Company announces that a circular containing a notice of Extraordinary General Meeting will be sent to Shareholders today (the "Circular") convening an Extraordinary General Meeting to be held at BNP Paribas House, Anley Street, St. Helier, Jersey JE2 3QE on 9 November 2011 at 11.00 a.m. (the "EGM"). The purpose of the EGM is to seek Shareholder approval to authorise the Directors to exercise the powers conferred on them by the Company's articles of association to offer Shareholders the opportunity to take new ordinary shares of US$0.01 each ("Share(s)"), credited as fully paid, in lieu of cash dividends, by participating in the proposed scrip dividend alternative.

 

The Directors believe that the introduction of the proposed scrip dividend alternative may be attractive to Shareholders as it allows them to increase their holdings in the Company without incurring dealing costs. At the same time, the Company can retain more cash in its business, which would otherwise be paid as a dividend.

 

In relation to the 2011 Interim Dividend, the price of a new Share under the proposed scrip dividend alternative is 63.4 pence. This is the average of the Company's middle market closing price for the five consecutive trading days commencing on the ex-dividend date of 12 October 2011.

 

The Company's largest Shareholders, namely Elliott International L.P. (together with The Liverpool Limited Partnership, one of its affiliates) ("Elliott"), USIGH Limited and DBH Global Holdings along with those Directors who hold Shares (including depositary interests issued in respect of Shares ("Depositary Interests")) and R Beney, D Quint and D Srinivas (all of RP&C International Limited, the Company's asset manager) (together the "Relevant Holders") have all indicated to the Company that it is their current intention to elect for the proposed scrip dividend alternative with regards to the 2011 Interim Dividend in respect of the Shares and Depositary Interests held by them (or in respect of which they are beneficially interested) representing in aggregate approximately 71.87 per cent. of the Company's existing issued Shares as at today's date.

 

Assuming that each of the Relevant Holders does elect to receive the proposed scrip dividend alternative in full for the 2011 Interim Dividend in respect of the Shares and Depositary Interests held by them (or in respect of which they are beneficially interested) this would result in the Company retaining approximately £1.84 million that would otherwise be paid out in cash.

 

The Directors consider that the proposed scrip dividend alternative is in the best interests of the Company and its Shareholders taken as a whole and unanimously recommend that Shareholders vote in favour of the resolution to be proposed at the EGM as those Directors who hold Shares and/or Depositary Interests, together with R Beney, D Quint and D Srinivas (all of RP&C International Limited, the Company's asset manager) intend to do in respect of their own holdings, amounting to (in aggregate) approximately 0.28 per cent. of the Company's existing issued Shares as at today's date.

 

In addition, each of Elliott and USIGH Limited has (on a several basis) irrevocably undertaken to the Company to vote and/or procure that the registered holder(s) of the relevant Shares and/or Depositary Interests votes in favour of the resolution to be proposed at the EGM in respect of such number of Shares and/or Depositary Interests as are held by them (or in respect of which they are beneficially interested) at the deadline for receipt of forms of proxy and forms of instruction in relation to the EGM. As at today's date, the Shares and Depositary Interests held by (or on behalf of) Elliott and USIGH Limited represent (in aggregate) approximately 65.72 per cent. of the Company's existing issued Shares.

 

Full details of the proposed scrip dividend alternative including the terms and conditions and how to participate in the proposed scrip dividend alternative are set out in the Circular. A copy of the Circular is also available from the Company's website: www.pspiltd.com.

 

 

For further information, please contact:

Ralph Beney

Dr D Srinivas

Tom Griffiths

Henry Willcocks

Simon Hudson

Amy Walker

RP&C International

Arbuthnot Securities Limited

Tavistock Communications

(Asset Managers)

(Nomad and Brokers)

 

Tel: 020 7766 7000

Tel: 020 70122000

Tel: 020 7920 3150

 

 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities to any person, nor shall there be any sale, issuance or transfer of securities of the Company in any jurisdiction in contravention of applicable law or regulation. Neither this announcement (nor any part of it), or the fact of its distribution, shall form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed scrip dividend alternative or otherwise.

 

The availability of the proposed scrip dividend alternative to persons who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

 

The shares of the Company (including depositary interests relating to such shares) have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act"), as amended and may not be offered or sold within the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. Any new shares (and new depositary interests) to be issued pursuant to the proposed scrip dividend alternative will be offered outside the United States in reliance on Regulation S of the US Securities Act.

 

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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